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4. General Information

(a) Contract Clauses View Entire Section

(xvi) "Subject to" Clauses — General Information

A contract signifies the common intention of the parties to be legally bound by their respective obligations. If the parties have not expressed those obligations with sufficient clarity, there is no contract because there does not yet exist the necessary common intention to be bound by definite obligations. The law requires all of the terms and conditions of a contract to be sufficiently clear. The law does not enforce arrangements whose essential terms or conditions are uncertain.

The ideal subject clause is one whose criteria are so clear that it is completely obvious whether the criteria for satisfying that clause are met. To determine the certainty of a subject clause, the courts often consider whether the criteria for satisfying the subject clause are subjective or objective. A subjective criterion is one that depends on the personal view of the individual who decides it. In contrast, an objective criterion is one that depends on an external event. The more subjective the wording of a subject clause, the more likely a court will find the clause to be uncertain.

(1) How the Law Works

The leading statement of the law in this area is found in the dissenting judgment of Mr. Justice Lambert in Wiebe v. Bobsein, [1985] 64 B.C.L.R. 295; 39 R.P.R. 228; 20 D.L.R. (4th) 475; [1985] B.C.J. No. 1742 (C.A.). In that case, Mr. Justice Lambert compared the different results that occur, depending on whether a subject clause is subjective, objective, or partly subjective and partly objective. First, he described the consequence of using a subjective subject clause (Wiebe v. Bobsein, [1985] B.C.J. No. 1742 at paragraph 15).

Each condition precedent case must be considered on its own facts. As (the trial judge) indicated, some conditions precedent are so imprecise, or depend so entirely on the subjective state of mind of the purchaser, that the contract process must still be regarded as at the offer stage. An example would be ‘‘subject to the approval of the president of the corporate purchaser’’. (Emphasis added.)

This means that if a subject clause is wholly subjective (sometimes called a whim and fancy clause), the court may view the arrangement, in law, as nothing more than an offer by the seller that the buyer may accept by removing the subject clause. In other words, even though there was an initial offer, followed by an acceptance, and the document is called a Contract of Purchase and Sale, the arrangement, in law, is nothing more than an offer until the subject clause is removed.

Next, Mr. Justice Lambert explained what happens when the subject clause is objective (paragraph 15):

In other cases, the condition precedent is clear, precise and objective. In those cases, a contract is completed; neither party can withdraw; but performance is held in suspense until the parties know whether the objective condition precedent is fulfilled. An example would be ‘‘subject to John Smith being elected as Mayor in the municipal election on 15 October of this year’’.

If the subject clause is objective, a contract comes into existence as soon as the offer is accepted. The obligation to carry out the contract to completion is suspended until the subject clause is removed.

Finally, Mr. Justice Lambert described the result when a subject clause is partly subjective and partly objective (paragraphs 16-18),

But there is a third class of condition precedent. Into that class fall the types of conditions which are partly subjective and partly objective. An example would be ‘‘subject to planning department approval of the attached plan of sub-division’’. This looks objective, but it differs from a truly objective condition in that someone has to solicit the approval of the planning department. Perhaps some persuasion of the planning department will be required. Can the purchaser prevent the condition from being fulfilled by refusing to present the plan of sub-division to the planning department? This type of case has been dealt with by implying a term that the purchaser will take all reasonable steps to cause the plan to be presented to the planning department, and will, at the proper time and in the proper way, take all reasonable steps to have the plan approved by the planning department.

The law in relation to implying terms in an agreement is no different in relation to conditions precedent than it is for other terms of an agreement. Business contracts should not be permitted to fail over an omission that the parties would immediately have corrected if the parties had noticed the omission at the time the contract was made. And we have the business efficacy test and the officious bystander test to guide us. In the example I have given, it is clear that business efficacy requires that someone must present the plan of sub-division to the planning department, and the officious bystander test would be met by both parties answering the hypothetical question of the hypothetical onlooker, as to who will present the plan, by saying: ‘‘Of course the purchaser will do it’’.

But there are cases that fall in this third class of condition precedent where it will not be possible to imply the missing term, and the agreement will fail for uncertainty. In those cases the court cannot write a contract for the parties.

Where a subject clause is partly subjective and partly objective, the court must determine whether its features are objective enough to constitute a contract. If, on the other hand, the clause is predominantly subjective, then the arrangement will amount to nothing more, in law, than an offer which the buyer may accept by removing the subject clause.

(2) How To Make a Subject Clause More Objective

The ideal subject clause is one whose criteria is so clear that everyone may easily know whether the clause is fulfilled or not. The more objective the criteria, the easier it is to determine whether the subject clause is fulfilled or not.

A licensee makes a subject clause more objective by using specific criteria to measure its fulfillment and, where practical, requiring a reasonable interpretation of those criteria.

(3) Using Specific Criteria

To make a subject clause more objective, a licensee begins by asking questions along the following lines. The licensee may then use the answers to develop clear, precise and objective criteria for the relevant subject clause.

1. What is my client actually concerned about?

A licensee answers this question by identifying the essential problem(s) that concerns the client.

2. What feature(s) must be present or absent to know if evidence exists to justify that concern?

To answer this question, a licensee should look for specific criteria whose presence, or absence, is consistent with the presence, or absence, of the particular concern.

For example, suppose in a residential purchase the buyer wishes to make an offer subject to inspection. The buyer’s agent could use the following subject clause:

Subject to the Buyer on or before (date), at the Buyer’s expense, obtaining and approving an inspection report.

This condition is for the sole benefit of the Buyer.

This clause, however, tends to be subjective because its fulfillment depends mainly on the buyer’s personal preferences instead of external criteria. To objectify this clause, the licensee begins by asking the first question:

1. What is my client actually concerned about?

In this example, the buyer wants to avoid purchasing a property that requires repairs. The essential concern, however, is cost. The buyer does not want to buy a property that carries the risk of expensive repairs. From the buyer’s perspective, costly repairs affect the use and value of the property.

Using this information, the buyer’s agent could make the subject clause more objective by adding the following:

Subject to the Buyer on or before(date), at the Buyer’s expense, obtaining and approving an inspection report against any defect that adversely affects the property’s use or value.

This condition is for the sole benefit of the Buyer.

2. What feature(s) must be present or absent to know if evidence exists to justify that concern?

When the buyer’s agent in this example looks for specific criteria whose presence, or absence, is consistent with the buyer’s concern, the agent asks the buyer to put a dollar value on the problem. How much money is the buyer willing to spend on repairs, if necessary? By asking the buyer, the buyer’s agent in this case determines that the buyer’s threshold is $1,500. If the property requires repairs in excess of $1,500, the buyer does not want to purchase it unless the seller takes responsibility for those repairs.

Using this information, the buyer’s agent may make the subject clause even more precise, as follows:

Subject to the Buyer on or before(date), at the Buyer’s expense, obtaining and approving an inspection report against any defects whose cumulative cost of repair exceeds $1,500 and which adversely affect the property’s use or value.

This condition is for the sole benefit of the Buyer.

(4) Adding a Requirement of Reasonableness

Another way to objectify a subject clause is to add reasonableness as one of the criteria. The law uses the standard of care of a reasonable person as an objective standard. In the same fashion, a licensee may make a subject clause more objective by requiring its criteria to be reasonably assessed. For instance, the buyer’s agent in this illustration may make the subject clause more objective by stating, in effect, that certain defects will be evaluated reasonably, as follows:

Subject to the Buyer on or before(date) at the Buyer’s expense, obtaining and approving an inspection report against any defects whose cumulative cost of repair exceeds $1,500 and which reasonably may adversely affect the property’s use or value.

This condition is for the sole benefit of the Buyer.

In its final form, this subject clause is much more objective than the one with which we started.

(5) The Different Interests of a Seller and Buyer

A seller and buyer have different interests that affect how they negotiate a real estate transaction. Although most subject clauses tend to favour the buyer, some specifically benefit the seller. When considering the different interests of a seller and buyer regarding a subject clause, it is important to first identify for which party’s benefit the clause exists.

A subject clause may be in any party’s favour. Where the parties agree to a subject clause that is sufficiently objective, a contract exists. If so, the law implies as a term of the contract that the party with the benefit of the subject clause must act fairly, honestly, and in good faith to satisfy the subject clause.

(6) Acting for the Seller

The seller’s interests vary depending upon whether the subject clause in question benefits the buyer or the seller.

(7) Where a Subject Clause Benefits the Buyer

Where a subject clause benefits the buyer, the seller’s best interests are served by ensuring that the wording of the subject clause is sufficiently certain. In addition, the more substantial the initial deposit, the better.

The seller is best served by getting a substantial deposit when the parties first enter the agreement, rather than waiting until the buyer removes his or her subject clause. At common law, the seller is entitled to keep the deposit if the buyer defaults. If the buyer fails to use his or her best efforts to remove the subject clause, the buyer will be in breach of the implied term of the agreement that requires the buyer to act in good faith. If so, the seller may keep the deposit on account of damages as a result of the buyer’s breach.

If the buyer attempts to escape the contract, for example, by alleging that a subject clause is so subjective that, in law, there is only a standing offer pending subject removal, the seller is in a significantly better position to negotiate a resolution to the dispute if the original agreement includes a substantial deposit held in trust.

The seller is also best served by a subject clause that is sufficiently objective to constitute a contract. If a seller receives an offer that contains a very subjective subject clause in favour of the buyer, the seller’s licensee should do several things. First, the licensee should warn the seller that the more subjective the wording of a subject clause, the more likely a court will find the clause to be uncertain. If the seller accepts the buyer’s offer, and the subject clause is too subjective, the arrangement, in law, will be nothing more than a standing offer until the subject clause is removed. If there is not yet, in law, any contract, the buyer will not have any obligation to act fairly, honestly, and in good faith to satisfy the subject clause. In other words, by accepting an offer that contains a very subjective subject clause, the seller takes the risk there will be nothing in law to enforce.

If, in the licensee’s view, the subject clause is too subjective, then after explaining the risks in general terms, the licensee may recommend a counter-offer with more objective language or a very short subject removal period. If the seller disregards the licensee’s recommendations, the licensee should recommend that the seller obtain independent legal advice before accepting the buyer’s offer. In each case, a licensee should keep a written record of the licensee’s advice to the client, including the warning about the risk the seller takes by not following the licensee’s advice.

(8) Where a Subject Clause Benefits the Seller

Where a subject clause benefits the seller, the seller’s best interests are served by ensuring that the wording of the subject clause is sufficiently certain.

For example, suppose the seller’s financial obligations exceed the sale price. This happens, for instance, where the outstanding balance of the seller’s mortgage exceeds the sale price and the seller makes the deal subject to arranging his or her financial affairs to raise the necessary funds to clear the mortgage from title on completion, as follows:

Subject to the Seller’s confirmation and satisfaction with the arrangement of financial affairs on or before(date), which enable the Seller to proceed with this Sale.

This condition is for the sole benefit of the Seller.

Since the fulfillment of this subject clause depends substantially on subjective criteria, this arrangement, in law, may be nothing more than the buyer’s standing offer to purchase the seller’s property that the seller may accept by removing the subject clause. If so, the seller’s agent best protects the seller by modifying the clause referenced in the section ‘‘Contracts under Seal’’ to prevent the buyer from revoking the buyer’s offer while the seller considers his or her financial affairs.

(9) Acting for the Buyer

A buyer may request a subject clause whose fulfillment depends substantially on subjective criteria in the mistaken expectation that it gives the buyer greater flexibility, without appreciating the buyer’s legal risk.

Where a licensee represents the buyer, it is common for the buyer to ask the licensee to prepare an offer with subject clauses whose removal depends substantially on subjective criteria. For example, the buyer may instruct the licensee to write the offer, ‘‘subject to satisfactory financing’’. The buyer may also prefer this wording because it withholds information from the seller about the buyer’s financial circumstances.

Bearing in mind how the law works, it is important to warn the buyer that by using a subject clause whose removal depends substantially on subjective criteria, the buyer may create an opportunity for the seller to escape the agreement. The more subjective the wording of a subject clause, the more likely a court will find the clause to be uncertain. If the subject clause is too subjective, the arrangement, in law, is nothing more than an offer until the subject clause is removed. If an arrangement amounts only in law to a standing offer pending subject removal, the seller may revoke the offer by cancelling the deal anytime before the buyer removes the subject clause. However, a clause that provides that the seller’s acceptance is irrevocable, as discussed below under the heading ‘‘Contracts under Seal’’ and which is contained in the standard Contract of Purchase and Sale, prevents the seller from cancelling the deal before the subject clause is removed.

(10) Option Clause

An Option Clause is an effective tool for addressing the consequences of a subject clause that tends to be too subjective. An option is a legally enforceable agreement by which a seller promises the buyer to keep an offer open for acceptance until a specified time. In other words, an option is a contract by which the seller promises to make an offer irrevocable. The British Columbia Real Estate Guide gives the following useful definition of an option.

Where consideration is provided for leaving the offer open, the transaction is known as an option. In essence, it consists of two contracts, one the agreement regarding the offer, the second the contract arising if that offer is accepted. (British Columbia Real Estate Guide, © CCH Canadian Limited, at ¶3055 in Volume 1).

Consideration means that each party must give a promise, or carry out some other act by which that person gives up something, in exchange for the promise or act of the other party. The law permits parties to a contract to create a contract under seal, which allows a promise to be enforced without evidence of consideration.

(11) Contracts under Seal

The latest edition of the Contract of Purchase and Sale developed by the B.C. Real Estate Association and the Canadian Bar Association (B.C. Branch) contains a clause which provides that the acceptance of the seller is irrevocable until the terms and conditions are waived or declared fulfilled or any options are exercised. The provision also provides that the Contract of Purchase and Sale is executed under seal. Clause 21 of the standard Contract of Purchase and Sale provides:

Acceptance Irrevocable (Buyer and Seller)

The Seller and the Buyer specifically confirm that this Contract of Purchase and Sale is executed under seal. It is agreed and understood that the Seller’s acceptance is irrevocable, including without limitation, during the period prior to the date specified for the Buyer to either:

(a) fulfill or waive the terms and conditions herein contained; and/or (b) exercise any option(s) herein contained.

As a result of this clause, once the seller accepts the contract, the seller cannot argue that the conditions imposed by the buyer were too subjective or uncertain to be enforceable. In other words, the acceptance of the seller is irrevocable. Additionally, because the clause provides that the Contract is executed under seal, no additional consideration is required to be paid by the buyer to the seller.

Throughout the Professional Standards Manual, various clauses are referenced which may be determined to be too subjective to be enforceable. In all cases the following statement appears below the clause:

Ω If not using the standard form Contract of Purchase and Sale, refer to ‘‘Contracts under Seal’’ above.

If a licensee is using the current version of the Contract of Purchase and Sale, the contract is automatically executed under seal.

However, if a different form of Contract of Purchase and Sale is used and the Contract contains subject clauses that are overly subjective, licensees should include a clause that provides that the Acceptance is Irrevocable similar to Clause 21 as set out above and ensure that the contract is executed under seal in the following way.

For each party, ensure the presence of an adhesive wafer seal, or a mark representing a seal, adjacent to the line reserved for that party’s signature. If a mark is used to represent a seal, write the word seal next to the mark. It does not matter whether the mark representing the seal is a preprinted black dot on the paper itself, or a hand drawn ellipse containing the printed word seal, or anything else, so long as the document clearly shows the intention to execute the option agreement under seal. Each party’s seal, or mark representing a seal, must be placed on the paper before or at the time that party signs the document.

If a seller or buyer does not personally execute the Option Clause under seal but instructs someone else to sign it as their agent, the licensee should note the following concerns. In Friedmann Equity Developments Inc. v. Final Note Ltd. (2000), 188 D.L.R. (4th) 269, the Supreme Court of Canada confirmed that as a general rule, an agent who executes an agreement under seal in the agent’s own name will be personally liable upon it if the agent fails to disclose the name and existence of the agent’s principal. This is called the sealed contract rule. Where an agent makes a contract under seal without disclosing the name and existence of his or her principal, the sealed contract rule makes the agent personally liable under the agreement. The rule also prohibits the principal from suing, or being sued, under the contract. To avoid personal liability under the sealed contract rule, an agent who signs an option agreement under seal on behalf of the seller or buyer must record both the identity of the principal on whose behalf he or she is signing and his or her status as an agent. For example, suppose the seller has given a power of attorney to the listing licensee to execute the option agreement. The licensee should sign the addendum containing the Option Clause under seal, as follows:

[Seller’s name] by his or her attorney in fact, [Licensee’s signature]. Followed by the date and time.

Or

[Licensee’s signature] as agent for [Seller’s name]. Followed by the date and time.

Because the standard ‘‘Contract of Purchase and Sale’’ contains the Acceptance Irrevocable Clause and is executed under seal, it may be that even a very subjective subject clause will not render the contract unenforceable as the court will accept that Clause 21 effectively prevents the seller from revoking his or her acceptance. However, the clause has not yet been tested in court. Thus, in all cases, and particularly, where the standard ‘‘Contract of Purchase and Sale’’ is not used, such as in an Offer to Lease or where the contract is prepared by a developer, a licensee should keep the following in mind.

Summary

1. Strive to make each subject clause as objective as possible. Avoid making the outcome of the subject clause substantially dependent on subjective criteria (e.g., the state of mind of the buyer or of a third party).

2. Despite a licensee’s best efforts, there will be occasions where a client’s instructions, or circumstances, compel the use of a subject clause that is very subjective. If it is not possible to avoid a clause that depends substantially on subjective criteria, a licensee should:

a. Warn the seller, or buyer, as the case may be, that there may not be a binding contract. Instead, the arrangement, in law, may be nothing more than a standing offer by the seller to the buyer that the buyer may accept by removing the subject clause.

b. If so,

(i) the seller’s agent should warn the seller that:

(1) if, pending subject removal, there is no contract, the buyer may have no obligation to act fairly, honestly, and in good faith to satisfy the subject clause, and

(2) if the seller receives another offer while such a standing offer exists, the seller should obtain legal advice if he or she wishes to revoke the standing offer in order to proceed with the second offer.

(ii) the buyer’s agent should:

(1) warn the buyer that there is the potential for the seller to cancel the deal by revoking the seller’s standing offer until the buyer removes the subject clause; and

(2) recommend the use of one of the Option Clauses shown above to bind the seller to keep the offer open until the subject removal deadline;

(3) alternatively, keep the length of time for removal of the subject clause as short as possible;

(4) where a licensee uses an Option Clause supported by consideration, the licensee must verify that the consideration is actually paid and obtain a receipt for it;

(5) where a licensee uses an Option Clause supported by a seal, the licensee must ensure there is a seal, or a symbol representing a seal, beside each party’s signature and ensure that the seller and buyer personally sign the document.

(12) True Conditions Precedent

Quite apart from any concerns about the subjective nature of a subject clause, our common law also distinguishes between a true condition precedent and an ordinary condition precedent.

At common law, a true condition precedent is a condition that is wholly dependent on the will or actions of someone who is not a party to the contract. If a contract contains a true condition precedent, then at common law no party may unilaterally waive that condition.

In 1978, the province amended the Law and Equity Act to override the common law rule preventing the unilateral waiver of a true condition precedent. Section 54 of the Law and Equity Act provides:

54. If the performance of a contract is suspended until the fulfillment of a condition precedent, a party to the contract may waive the fulfillment of the condition precedent, even if the fulfillment of the condition precedent is dependent on the will or actions of a person who is not a party to the contract if

(a) the condition precedent benefits only that party to the contract,

(b) the contract is capable of being performed without fulfillment of the condition precedent, and

(c) where a time is stipulated for fulfillment of the condition precedent, the waiver is made before the time stipulated, and where a time is not stipulated for fulfillment of the condition precedent, the waiver is made within a reasonable time.

Clause 3 of the standard form ‘‘Contract of Purchase and Sale’’ anticipates section 54. Clause 3 says in part, that,

Each condition, if so indicated, is for the sole benefit of the party indicated.

When a licensee writes a subject clause whose satisfaction depends completely on the will or actions of a third party (e.g., a lawyer, an accountant, a relative, a local government), the licensee must state in writing for whose sole benefit that clause is written to engage section 54. If the licensee fails to engage section 54 by stating for whose sole benefit the clause exists, the common law rule applies and the clause may only be waived if all parties consent. For example, suppose a contract is subject to the local government adding the property to the municipality on or before 12:00 p.m. on the 15th day of the month, but the clause fails to state for whose benefit it exists. Suppose, too, that by 10:00 a.m. that morning, it is clear the municipality will not make any decision about the property for at least several more months and that the buyer wants to waive the subject clause to proceed with the deal. Since the subject clause fails to engage section 54 by stating for whose benefit it is written, the common law rule applies and the buyer cannot waive the subject clause without the seller’s consent. If desired, the seller can then terminate the transaction by refusing to consent.

(13) Removing or Waiving Subject Clauses

The ‘‘standard’’ form, ‘‘Contract of Purchase and Sale’’, anticipates that the parties to the agreement may wish to use one or more subject clauses. The standard form contract says, in part, in clause 3:

3. TERMS AND CONDITIONS: The purchase and sale of the Property includes the following terms and is subject to the following conditions:

The document then provides a blank space in which the licensee may write any additional terms beyond those in the preprinted wording, plus any subject clauses, in accordance with the licensee’s instructions. Alternatively, the licensee may use the blank space to refer the reader to another document that is attached to and forms part of the contract and which contains the additional terms and any subject clauses; for example, (see attached Addendum which forms part of this contract).

Each condition, if so indicated, is for the sole benefit of the party indicated. Unless each condition is waived or declared fulfilled by written notice given by the benefiting party to the other party on or before the specified date for each condition, this contract will be terminated thereupon and the deposit returnable in accordance with the Real Estate Services Act.

(14) Removing a Subject Clause

To remove a subject clause, a party must deliver written notice to every other party on or before the subject removal deadline. Verbal notice is not sufficient because the standard form contract requires, ‘‘written notice given by the benefiting party to the other party on or before the specified date…’’.

The standard form contract anticipates that a party will remove a subject clause by declaring it fulfilled or by waiving it. When the requirements for satisfying a condition are met, we say it is fulfilled. For instance, suppose a contract for the purchase of a residential property contains the following subject clause from this manual:

Subject to the Buyer, at the Buyer’s expense, obtaining and approving an inspection report on or before (date) .

This condition is for the sole benefit of the Buyer.

If the property inspector reports that everything is fine, the buyer can declare the subject clause fulfilled. On the other hand, if the buyer decides to proceed with his or her purchase without any inspection, the buyer may waive the subject clause.

For certainty, the written notice used to remove (by waiving or declaring fulfilled) a subject clause should include the exact wording of the subject clause to be waived or declared fulfilled. The following notice is an example of how the above subject clause could be waived or declared fulfilled.

Date

The Buyer hereby waives / declares fulfilledthe following subject clause: ‘‘Subject to the Buyer, at the Buyer’s expense, obtaining and approving an inspection report on or before (date) This condition is for the sole benefit of the Buyer’’.

Witness Signature Buyer’s Signature

* Licensees should select whether this clause has been waived or declared fulfilled.

(15) The Practice of Adding New Terms on a Subject Removal Addendum

[04/10/2010 The following information added to Professional Standards Manual]

There appears to be a growing practice in the industry whereby some licensees are using the Subject Removal Addendum to a Contract of Purchase and Sale to add an amendment to the contract (e.g. a price reduction) after the removal of the subject clauses and then having the buyers sign at the bottom of the Subject Removal Addendum.

This imposes a risk on the buyer as, once all of the subject clauses have been removed, the seller may not agree to the amendment and may take the position that the buyer has removed all subject clauses, and therefore there is a firm and binding Contract of Purchase and Sale.

An amendment constitutes a contract to change an existing contract. Since the amendment itself amounts to a contract, there must be fresh consideration or a seal in support of it. An amendment made without new consideration or a seal is unenforceable because it is a gratuitous promise.

A licensee seeking an amendment to a Contract of Purchase and Sale on behalf of the buyer must first confirm with the other parties that any discussions about the proposed change will not terminate the existing contract. During the ensuing discussion over the proposed amendment, the licensee must emphasize to all parties that the original Contract of Purchase and Sale remains binding on them until any amendment is finalized. The licensee should prepare the amendment on a separate form. This should be done and signed by the parties to the Contract of Purchase and Sale prior to the removal of the subject clauses, which are then removed on a separate addendum. If, at the time the amendment is to be signed, the time for the removal of the subject clauses is in danger of expiring, then a further amendment to the contract may be included on the same form extending the time for subject removal. An example of a Contract of Purchase and Sale Amendment form is included below.

For those licensees who use the BCREA preprinted Contract of Purchase and Sale Addendum form to make amendments to the Contract of Purchase and Sale, they should ensure that it contains the following clause:

“All other terms and conditions in the said Contract of Purchase and Sale remain the same and in full force and effect. Time shall remain of the essence.”

Licensees must alert their clients that there are risks to consider when amending the terms of an already accepted contract on a Subject Removal Addendum form. Both the buyer and seller should be advised to get independent legal advice so that they may understand their options in this regard.

Contract of Purchase and Sale Amendment

DATE ____________________

RE: Address _________________________________________________

Legal __________________________________________________

Further to the Contract of Purchase and Sale dated _____________________

Made between _______________________________________as Seller, and

___________________________________________________ as Buyer and

Covering the above mentioned property, the undersigned hereby agree as follows:

_______________________________________________________________

All other terms and conditions in the said Contract of Purchase and Sale remain the same and in full force and effect. Time shall remain of the essence.

___________________________ _________________________________ Seal

Witness Buyer

_________________________ _________________________________Seal

Witness Seller